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�.� � ^ � <br /> Oct 19 OS 09:55a SRn HRUnO CITY CLERK 1 650 589 5941 p.10 <br /> 9�-/,�� <br /> 7.3. The Managing Agent shull be responsi�le for the day-to-day administrabon of HEAT- <br /> SMC undar the dirocdon of the Board of Directors. The Managing Agent shall have the <br /> authority to employ or use administrative staff consistent with the goals, needs and approved <br /> budget of,HEAT-SMC. .;_ : �. <br /> ; <br /> " <br /> ?.4 If there is a Managing Agent tt�at is a s�paratc entity, that Menagirtg Agent sha11 <br /> designate who on its staff shal] be the Exccutive Director of the HEAT-SMC, but the acceptance <br /> of such choice shal] be subject to the appro��al of the Board. <br /> 8. eetin s <br /> S.1 The Board shall schedule Uy Resolution at Ieast two (2) regular meetin�s each Fsca] <br /> Year. <br /> 5.2. Special meetings of the Bo�rd may t+e cal3ed by tFie Chaitperson and other�+�zse tus in <br /> accordance with pro��isions of the California Governrnen� Code � 54956. <br /> 8.3. All meetings of the Board shal] be held subject to the provisions of California <br /> Government Code �.54950 et se9. and other applicable laws of the Stnte of California. <br /> 8.4 All� meetings of the Board must be hatd within the County of St�n Mnteo at a location <br /> deterrnined by thc Chairperson, except that the Board may hold a specia] meeting outside the <br /> County of San Mateo upon an affirmadve vote in accordance with Section 8.8 of this Agreement. <br /> 8.5 The Secretary shall cause tho takina and keepin� of minutes of a21 Board meetings. <br /> Promptly after each meeting, the Secreta�y shtil] ca�ue a copy of the minutes to be forwarded to <br /> each Director, either elec�•onically or in paper form. <br /> 3.6 A majoiity of the Directors shtill constitute a quorum for the transaction of business of <br /> the Board, except thaE Directors constituting Iess than a quorum may adjoum any moetin�. <br /> 8.7 Each Director is entitled [o cast one vote on any matter presented to the Board for a vote. <br /> 8.3 All decisions and actions shall be b}� a majority of the tota[ number of Dircctors, <br /> regardless of the number of Directors present, w�less otherwise provided in this Aareemen� For <br /> exfun�le, with 21 total Directors, 11 ��etes ai�e required for a 3ecisson or ection by tho Board; and <br /> with 13 total Directors, 7 votes would be required. <br /> Puge !0 of I7 <br />